Common use of Organisation Clause in Contracts

Organisation. Each of the PT Covered Assets listed in Exhibit VII is and, on the date of the Initial Closing and, if it is the case, on the date of each other Closing relating to an Interest in such Wireless Property or Global Telecom, will be a corporation or a company, as the case may be, duly organised, validly existing under the laws of their respective country of incorporation and has and will have all requisite corporate and other power and corporate authority to own, lease and operate its properties and to carry on its operations as now being conducted. Each of Portugal Telecom and PT Móveis has heretofore made available to TEM in Section 4.1 of the PT Group Disclosure Schedule complete and correct copies of the bylaws and the shareholders agreements of each of the PT Covered Assets as currently in effect. The rights and obligations set forth in such shareholders agreements are, on the date hereof, (a) the valid and binding rights and obligations of each of the parties thereto enforceable against each of such parties in accordance with their terms, and no party thereto is in default thereunder; and (b) duly annotated in PT Covered Assets corporate books and records.

Organisation. Each of the PT TEF Covered Assets listed in Exhibit VII VIII is and, on the date of the Initial Closing and, if it is the case, on the date of each other Closing relating to an Interest in such Wireless Property or Global TelecomTEF Covered Assets, will be a corporation or a company, as the case may be, duly organised, validly existing under the laws of their respective country of incorporation and has and will have all requisite corporate and other power and corporate authority to own, lease and operate its properties and to carry on its operations as now being conducted. Each of TEM has made available to Portugal Telecom and PT Móveis has heretofore made available to TEM in Section 4.1 of the PT TEF Group Disclosure Schedule complete and correct copies of the bylaws and the shareholders agreements of each of the PT TEF Covered Assets as currently in effect. The rights and obligations set forth in such shareholders agreements are, on the date hereof, (a) the valid and binding rights and obligations of each of the parties thereto enforceable against each of such parties in accordance with their terms, and no party thereto is in default thereunder; and (b) duly annotated in PT TEF Covered Assets corporate books and records, except for Section 4.1 of the TEF Group Disclosure Schedule.